In the gay '90s, cardsharps take over a Mississippi riverboat from a kindly captain. Their first act is to change the showboat into a floating gambling house. A ham actor and his bumbling sidekick try to devise a way to help the captain regain ownership of the vessel.

Two soldiers on leave spend three nights at a club offering free of charge food, dancing, and entertainment for servicemen on their way overseas. Club founders Bette Davis and John Garfield give talks on the history of the place.

Bud Hooper, a cadet at Winsocki Military Academy, sends an invitation to movie star Lucille Ball to come to Winsocki's big dance. Ball's publicity-hungry agent convinces her to go in order to boost her career. Complications arise when Bud's girlfriend Helen Schlesinger unexpectedly shows up, too.